Thomas Y. Hiner

Partner

Contact

  • New York
    p212.309.1302
    f212.309.1838
  • New York
    p212.309.1302
    f212.309.1838

Tom's practice focuses on representation of borrowers and lenders on a wide variety of corporate finance transactions.

Tom leads the New York office's Structured Finance and Securitization practice. Tom is a versatile lawyer with broad corporate finance experience, having represented lenders and borrowers, issuers and underwriters, sellers and buyers, for over 21 years in acquisitions, asset-based finance, structured secured lending, venture capital and asset securitization transactions. Bespoke transactions require creativity in addition to technical know-how. Tom’s career has been highlighted by innovative transactions and esoteric and novel asset-based financings, based in a deep-rooted background in the fundamentals of traditional structured finance, capital markets and real estate finance and asset securitization. An effective structured finance lawyer must understand how the financing fits within the larger context of the client’s overall business objectives in order to maximize the benefit for the client.

In recent years, Tom has emerged as the national leader in mortgage servicer finance. He has led over 60 transactions for the financing of servicer advance receivables in the last decade, ranging from revolving loans to master trusts with multi-tranche evergreen securitization features combining revolving variable funding notes with term asset-backed securities placed with institutional investors, and the first TALF-funded servicer financing ABS issue. This specialty arose from two decades of representing mortgage and manufactured housing servicers and consumer finance companies in connection with all aspects of their businesses, including efforts to develop the most efficient means to finance their operations to enhance their competitive position.

Tom has been instrumental in several of the leading transactions of the financial crisis from which our economy is now beginning to emerge. These transactions include several major mortgage area M&A transactions and the associated financing packages combining rated securitization technology with traditional syndicated corporate loans, and the first complete restructuring of the insurance obligations of a major monoline financial guaranty insurance company.

Relevant Experience

  • Representation of servicers of mortgage loans with respect to all facets of their business, including acquisitions and sales of servicing rights, and financing servicing advance receivables and servicing rights both through structured facilities and in traditional revolving lines of credit; including design of master trust structure combining revolving notes and term notes to maximize borrowing efficiency.
  • Representation of financial center banks and hedge fund investors in asset acquisitions, including design and implementation of structured asset-backed components of acquisition financing packages, representing sellers, lenders, buyers and borrowers.
  • Industry-leading representation of sponsors and placement agents in issuances of term and revolving asset-backed securities collateralized by servicer advance receivables in over 60 transactions for this unique asset type since 2001.
  • Representation of money-center financial institutions and consumer finance companies on "warehouse" lines of credit with respect to residential and commercial mortgage loans, manufactured housing contracts, and construction loans.
  • Industry-leading representation of manufactured housing financing companies in all aspects of their businesses, including devising skin-in-the-game origination practices, warehouse financing, and securitization of manufactured housing contracts.
  • Represented a major monoline insurer in a total restructuring in the wake of the economic crisis of 2008.
  • Advising clients on new Dodd-Frank rulemaking on risk retention, Rule 17g-5 credit rating agency regulations, Regulation ABII, including assistance with SEC comment letters on various aspects of the reform initiatives.
  • Advising mortgage servicers, banks and credit enhancers in connection with private commercial litigation and regulatory and attorney general actions concerning loan origination and servicing practices, contract disputes and loan modifications.
  • Representation of several financial guaranty insurers on numerous public asset-backed securities transactions backed by closed-end and revolving home equity lines of credit and sub-prime mortgage loans.
  • Representation of consumer finance companies in start-up, development of lending operations, initial public offerings, working capital financing arrangements, venture capital equity and debt financing, acquisition of finance companies, warehouse lines of credit with "table-funding" features to facilitate lending operations, design of underwriting guidelines and implementing them with financing partners, loan sales and purchase and securitization arrangements, public equity offerings.
  • Representation of lenders and borrowers on secured mezzanine financing of real estate development projects.
  • Represented several issuers in connection with development of mortgage loan and consumer finance contract securitization programs and in offerings of mortgage-backed and asset-backed securities, including design and implementation of first government-guaranteed REMIC mortgage-backed securities program.
  • Representation of ABS issuers on establishment of shelf registration statements.
  • Represented inventor in connection with three sales of marketing business and technology rights.
  • Representation of venture capital investors in negotiating a wide variety of debt and equity investments.
  • Seller representations on sales of stock in tax-credit generating business lines.
  • General counsel to The Train Foundation, an international philanthropic organization and sponsor of the Civil Courage Prize.
  • Serves as counsel to legal aid society for 18 years, litigating and settling landlord/tenant disputes and eviction proceedings on behalf of low-income tenants.
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